SEC Filings

TEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
AmSurg Corp. (the "Company") develops, acquires and operates
practice-based ambulatory surgery centers in partnership with physician
practice groups through partnerships and limited liability companies. As of
June 30, 1997, the Company owned a majority interest (51% or greater) in 30
surgery centers, operated one center pursuant to a management agreement which
the Company has subsequently terminated (see Notes to Consolidated Financial
Statements - Note 4), owned a majority interest (60% or greater) in two
physician practices and had established and was the majority owner (51%) of
three start-up specialty physician networks. The other partner or member in
each partnership or limited liability company is in each case an entity owned
by physicians who perform procedures at the center or practice medicine at the
physician practice.
On March 7, 1997, the Board of Directors of American Healthcorp, Inc.
("AHC"), the Company's majority shareholder, approved a plan to distribute on a
substantially tax-free basis all of the shares of the Company's common stock
owned by AHC to the holders of AHC common stock ("the Distribution"). The
principal purpose of the Distribution is to enable the Company to have access to
debt and equity capital markets as an independent, publicly traded company in
order to finance the development and acquisition of ambulatory surgery centers
and specialty physician networks. The Distribution was expected to occur in May
1997 and was subject to the receipt of a favorable Internal Revenue Service
("IRS") ruling that the transaction could be completed on a substantially
tax-free basis. AHC has been advised by the IRS that a favorable ruling will not
be issued on the transaction as submitted in the original ruling request. AHC
has submitted to the IRS an alternative structure which it believes, on the
basis of advice from its legal counsel and tax advisors, should result in a
favorable ruling. However, there can be no assurances that all of the conditions
of the Distribution, including the receipt of the favorable ruling from the IRS,
will be met or that the Distribution will be completed. In addition, the
anticipated date that these matters will be resolved cannot be estimated at this
time.
Management's Discussion and Analysis of Financial Condition and Results
of Operations contains forward-looking statements which are based upon current
expectations and involve a number of risks and uncertainties. In order for the
Company to utilize the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, investors are hereby cautioned that these
statements may be affected by the important factors, among others, set forth
below, and consequently, actual operations and results may differ materially
from those expressed in these forward-looking statements. The important factors
include: the Company's ability to enter into partnership or operating agreements
for new practice-based ambulatory surgery centers and new specialty physician
networks; its ability to identify suitable acquisition candidates and negotiate
and close acquisition transactions; its ability to contract with managed care
payors for its existing centers and its centers that are currently under
development; its ability to obtain and retain appropriate licensing approvals
for its existing centers and centers currently under development; its ability
to minimize start-up losses at its development centers; and its ability to
maintain favorable relations with its physician partners.
The components of changes in the number of surgery centers in operation
and centers under development during the three and six month periods ended June
30, 1997 and 1996 are as follows: